S-8

As filed with the Securities and Exchange Commission on March 31, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Andover National Corporation

(Exact name of registrant as specified in its charter)

Delaware	83-2216345
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

333 Avenue of the Americas, Suite 2000

Miami, FL 33131-2185

(786) 871-3333

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andover National Corporation 2019 Equity Incentive Plan

(Full Title of the Plan)

Peter A. Cohen

Executive Chairman and Chief Executive Officer

333 Avenue of the Americas, Suite 2000

Miami, FL 33131-2185

(786) 871-3333

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Class A Common Stock, par value $0.001 per share(3) (2021 Evergreen increase)		120,843	$	11.00	$	1,329,273	$	145.02
Class A Common Stock, par value $0.001 per share (2021 increase)(4)		500,000	$	11.00	$	5,500,000	$	600.05

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”) that become issuable under the 2019 Equity Incentive Plan (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of Class A Common Stock.

(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act.
(3)	Represents an additional number of shares to be automatically added annually to the shares authorized for issuance under the 2019 Plan on the first day of each fiscal year, during the period beginning in fiscal year 2020 and ending on the second day of fiscal year 2029, in an amount equal to the lesser of (a) 5% of the total number of shares of Class A Common Stock outstanding at the end of the prior fiscal year and (b) a number of shares of Class A Common Stock designated by action of the Registrant’s board of directors (or a committee thereof).
(4)	Represents additional shares of Class A Common Stock not previously registered which may hereafter be issued under the 2019 Plan pursuant to an amendment to the 2019 Plan adopted by the Registrant’s Board of Directors on February 1, 2021.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional (i) 120,843 shares of the Registrant’s Class A Common Stock issuable under the 2019 Plan as a result of the operation of an automatic annual increase provision therein and (ii) 500,000 shares of the Registrant’s Class A Common Stock issuable under the 2019 Plan pursuant to an amendment to the 2019 Plan adopted by Registrant’s Board of Directors on February 1, 2021, in each case, for which a Registration Statement of the Registrant on Form S-8 (File No. 333-237477) is effective, which added an aggregate of 620,843 shares of Class A Common Stock.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENT ON FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 30, 2020 (File No. 333-237477) are incorporated by reference herein.

Exhibit Index

Exhibit Number		Incorporated by Reference					Filed Herewith
	Exhibit Description	Form		Date		Number
4.1	Amended and Restated Articles of Incorporation of Edgar Express, Inc.		S-1		10/5/2017	3.1
4.2	Amended and Restated Certificate of Incorporation of Andover National Corporation		14C		1/22/2019	Appendix B
4.3	Amended and Restated Bylaws of Edgar Express, Inc.		S-1		10/5/2017	3.2
4.4	Bylaws of Andover National Corporation		14C		1/22/2019	Appendix C
4.5	Certificate of Designation of Preferences, Rights, and Limitations of the Series A Preferred Stock of Edgar Express, Inc.		8-K		10/1/2018	3.1
5.1	Opinion of Mintz, Levin, Cohen, Ferris, Glovsky and Popeo, P.C. as to the legality of the securities being registered.							X
23.1	Consent of MaloneBailey LLP.							X
23.2	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).							X
24.1	Power of Attorney. Reference is made to the signature page to the Registration Statement.							X
99.1(A)#	Andover National Corporation 2019 Equity Incentive Plan.		S-8		3/30/2020	99.1
99.1(B)#	Amendment No. 1 to the 2019 Equity Incentive Plan		8-K		2/1/2021	10.3
99.1(C)#	Form of Restricted Stock Award Grant Notice and Agreement and Form of Restricted Stock Unit Award Grant Notice and Agreement under the 2019 Equity Incentive Plan.		10-K		3/30/2021	10.8

# Indicates management contract or compensatory plan.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 31st day of March, 2021.

ANDOVER NATIONAL CORPORATION
By:	/s/ Peter A. Cohen
	Peter A. Cohen
	Executive Chairman of the Board and Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Peter A. Cohen, Milun K. Patel and Jeffrey C. Piermont, and each of them his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Peter A. Cohen	Executive Chairman of the Board and Chief Executive Officer	March 31, 2021
Peter A. Cohen	(Principal Executive Officer)
/s/ Milun K. Patel	Chief Financial Officer	March 31, 2021
Milun K. Patel	(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey C. Piermont
Jeffrey C. Piermont	President, Chief Operating Officer and Director	March 31, 2021
/s/ Rehana S. Farrell
Rehana S. Farrell	Director	March 31, 2021
/s/ William Greenblatt
William Greenblatt	Director	March 31, 2021
/s/ Jules B. Kroll
Jules B. Kroll	Director	March 31, 2021
/s/ Joshua Pechter
Joshua Pechter	Director	March 31, 2021

EX-5.1

Exhibit 5.1

666 Third Avenue New York, NY 10017 212-935-3000 www.mintz.com  

March 31, 2021

Andover National Corporation

333 Avenue of the Americas, Suite 2000

Miami, FL 33131-2185

Re: Registration Statement on Form S-8; 620,843 shares of Class A Common Stock of Andover National Corporation, par value $0.001 per share

Ladies and Gentlemen:

We have acted as counsel to Andover National Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 620,843 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share, that may be issued pursuant to the Company’s 2019 Equity Incentive Plan (the “2019 Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

As the counsel to the Company in connection with the Registration Statement, we have examined the actions taken by the Company in connection with the authorization of the issuance of the Shares, and such documents as we have deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the 2019 Plan.

Our opinion is limited to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or of any foreign jurisdiction.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered in accordance with the terms of the 2019 Plan, will be validly issued, fully paid and non-assessable.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

MINTZ
March 31, 2021
Page 2

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 2021 with respect to the audited consolidated financial statements of Andover National Corporation for the years ended December 31, 2020.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

March 31, 2021